5010AI Analytics Platform Terms and Conditions
Effective Date: May 21, 2025
These Terms and Conditions (these “Terms”) govern the purchase and use of the Nexus Analytics platform and related services (collectively, the “Platform”) provided by 5010AI LLC (“5010AI,” the “Company,” “we,” “us,” or “our”) to the customer identified on an Order Form (“Customer,” “you,” or “your”). These Terms, together with any Order Form executed by you and accepted by 5010AI, form a binding agreement (the “Agreement”) between you and 5010AI. By placing an order for or using the Platform, you acknowledge that you have read and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. If you do not agree with these Terms, you must not use the Platform.
Security and Infrastructure: The Platform operates on a secure, cloud-based infrastructure with robust security and privacy controls designed to protect Customer data. 5010AI implements industry-standard administrative, technical, and physical safeguards – including encryption and access controls – to protect the confidentiality, integrity, and availability of your data. While we comply with applicable data protection laws and strive to maintain the highest security standards, you understand that no system can be guaranteed 100% secure or free of vulnerabilities. You agree that you use the Platform at your own risk, and you remain responsible for using appropriate security measures within your own systems.
1. Order Forms and Acceptance
1.1 Ordering Process. To subscribe to the Platform, you must submit a completed order form provided by 5010AI (an “Order Form”) or place an order through another method authorized by us (for example, via an email containing the necessary order details). All Order Forms are subject to acceptance by 5010AI in its discretion. An order is considered accepted (and binding on both parties) only when 5010AI confirms acceptance in writing or begins providing access to the Platform (for example, by issuing an invoice or granting you access credentials).
1.2 Binding Commitment. Once accepted by 5010AI, an Order Form (including any agreed-upon subscription term) becomes a non-cancellable, binding commitment. You may not modify or cancel an accepted Order Form except with our prior written consent. We will assume that any person submitting an Order Form or purchase order on your behalf is duly authorized to bind you to the order. If we agree to accept an order or amendment via email or other informal communication, that correspondence must include all information normally required by our standard Order Form. Otherwise, we may require you to complete a formal Order Form before we activate the service. We will issue invoices for all accepted orders, and you agree to pay all fees in accordance with Section 5 (Fees and Payment).
1.3 Order of Precedence. In the event of any conflict or inconsistency between these Terms and an Order Form, the Order Form shall prevail but only with respect to the specific details of that order (such as the Platform features, pricing, or subscription duration explicitly stated in the Order Form). These Terms shall govern all other aspects of the relationship between you and 5010AI. Any terms or conditions that you attempt to impose in your purchase orders or other business forms (which are not expressly agreed to in writing by 5010AI) shall be void and of no effect.
2. Ownership of Intellectual Property
2.1 5010AI Intellectual Property. 5010AI retains all rights, title, and interest in and to the Platform, including without limitation all software, analytics, databases, algorithms, documentation, content, and data or materials provided or generated by 5010AI (collectively, the “5010AI Materials”). All intellectual property rights in the foregoing (including copyrights, patents, trade secrets, trademarks, and other proprietary rights) are and will remain the sole property of 5010AI or its licensors. Except for the limited rights expressly granted to you in this Agreement, no rights or licenses to the 5010AI Materials or any 5010AI intellectual property are granted or implied. You obtain no ownership interest in the Platform, the 5010AI Materials, or any related intellectual property by virtue of this Agreement or your use of the Platform.
2.2 License to Feedback. If you choose to provide any suggestions, feedback, or ideas regarding the Platform or related services (collectively, “Feedback”), you hereby grant 5010AI a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate that Feedback into 5010AI’s products and services, without restriction or compensation to you. You acknowledge that any Feedback you provide is not considered your confidential information, and 5010AI may use it freely.
3. License Grant and Permitted Use
3.1 License Grant. Subject to your compliance with this Agreement (including timely payment of fees), 5010AI grants you a limited, non-exclusive, non-transferable, and non-sublicensable right and license during the Term to access and use the Platform specified in your Order Form, solely for your internal business purposes. This license is granted only to you (and your Authorized Users, as defined below) and is conditioned on your adherence to all usage restrictions set forth in this Agreement. All rights not expressly granted to you are reserved by 5010AI and its licensors.
3.2 Authorized Users. Only the individuals identified as authorized users in the Order Form or otherwise authorized in writing by 5010AI (each an “Authorized User”) may access and use the Platform under your account. Unless otherwise stated in an Order Form, subscriptions to the Platform are licensed on a per-user (named user) basis. Each Authorized User will be provided unique access credentials (e.g. a login ID and password). You agree to the following: (a) Authorized User accounts are issued to specific, named individuals and may not be shared or used by anyone other than the designated individual; (b) you will ensure that all Authorized Users keep their credentials secure and confidential and do not permit any third party to use or access their account; and (c) you are responsible for any use of the Platform that occurs under your Authorized Users’ credentials, whether or not such use was authorized by you. You must notify 5010AI immediately if you become aware of any unauthorized use of the Platform or any breach of security related to your account or an Authorized User’s credentials.
3.3 License Reassignment. You may permanently reassign an Authorized User’s license to a new individual replacing a former user (for example, if an employee leaves your organization or changes roles), provided that the total number of Authorized Users at any given time does not exceed the number of user licenses you have purchased. Such reassignment of a user license should be infrequent and only occur on an as-needed basis. You may not routinely rotate or swap individuals in and out of a single license in an attempt to circumvent the licensed number of users. 5010AI reserves the right to monitor usage and enforce the per-user licensing limitations.
3.4 Additional Users. If at any time you need to exceed the number of user licenses or usage capacity specified in your Order Form, you must purchase the appropriate additional licenses or upgrade your subscription (for example, by upgrading to a higher tier plan if offered) at 5010AI’s then-current rates. We will work with you to execute a new Order Form or a written amendment to reflect any such additional purchase or upgrade.
3.5 Internal Business Use Only. You represent and warrant that you and your Authorized Users will use the Platform solely for your internal business purposes, in accordance with this Agreement and all applicable laws and regulations. Any reports, data, analyses, or insights obtained through the Platform are licensed to you for internal use only. You shall not sell, sublicense, distribute, publish, or otherwise commercialize the Platform, any 5010AI Materials, or any portion of the foregoing, to any third party except as expressly permitted by 5010AI in writing. You may make copies or extracts of Platform outputs only as reasonably necessary for your internal use of the Platform, and you must ensure that all proprietary notices (e.g. copyright or trademark notices) contained in the Platform or any output are not removed, obscured, or altered.
3.6 Usage Restrictions. Except as expressly allowed by this Agreement, you shall not (and shall not permit any Authorized User or third party to) engage in any of the following prohibited activities:
Unauthorized Distribution: Copy, reproduce, republish, upload, post, transmit, or otherwise distribute the Platform (or any part of the data, content, or components provided via the Platform) outside of your organization. You also shall not allow any unauthorized third party to access or use the Platform. Without 5010AI’s prior written consent, you may not provide the results of using the Platform (such as analyses, reports, or data compilations) to any third party, other than to your contractors or affiliates who are using it solely on your behalf for your internal purposes and who are bound to comply with the restrictions in this Agreement.
Modifications and Derivative Works: Modify, adapt, translate, or create derivative works based upon the Platform or any 5010AI Materials, except to the limited extent expressly permitted by 5010AI or by applicable law (and then only after providing prior written notice to us if such law applies).
Reverse Engineering: Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or underlying structure of any software or intellectual property included in the Platform, except to the limited extent that such activities are expressly permitted by applicable law notwithstanding a contractual prohibition.
Competitive Use and Benchmarking: Use the Platform (or any output or information derived from it) to develop, train, or improve any similar or competing product or service. You also shall not use the Platform for purposes of competitive analysis, benchmarking, or other activities intended to benefit a competitor or to the detriment of 5010AI’s business. Without our written consent, you shall not publish or disclose to any third party any performance or benchmark testing or analysis relating to the Platform.
Circumvention of Security or Limits: Circumvent, disable, or attempt to circumvent any technical restrictions, security measures, license keys, or access controls employed by 5010AI in the Platform. This includes prohibitions on sharing user accounts or otherwise exceeding the licensed usage limits.
Illegal or Harmful Use: Use the Platform in any manner that is unlawful, fraudulent, defamatory, obscene, harassing, or otherwise objectionable. This includes, without limitation, using the Platform to store or transmit any content that is infringing, libelous, invasive of privacy, or otherwise illegal, or using the Platform in violation of any applicable law or regulation (including data privacy laws, export control laws, or intellectual property laws). You may only use the Platform for lawful purposes and as expressly permitted by this Agreement.
Proprietary Notices and Third-Party Rights: Remove, obscure, or alter any proprietary notices (such as copyright or trademark symbols) affixed to or contained within the Platform or the 5010AI Materials. Additionally, you shall not use the Platform in a way that infringes or misappropriates 5010AI’s intellectual property rights or the rights of any third party.
3.7 Enforcement of Restrictions. You agree to implement all necessary and appropriate organizational, administrative, and technical controls to ensure compliance with the usage restrictions and license terms in this Agreement. You acknowledge that any breach of the permitted scope of use or any of the restrictions in this Agreement would cause significant harm to 5010AI, including without limitation loss of revenue and damage to our intellectual property rights. In the event we discover that you have used the Platform beyond the scope for which you have rights (for example, allowing unlicensed users access or exceeding usage limits), we reserve the right – in addition to any other remedies available – to invoice you for the applicable additional fees and licenses to cover such unauthorized use (at our standard list pricing). We may also suspend or terminate your access to the Platform as provided in Section 6 below if such unauthorized use is not promptly remedied. This Section 3 (License Grant and Permitted Use) shall survive any termination or expiration of the Agreement with respect to any unauthorized use of the Platform that occurred prior to termination.
4. Fees and Payment Terms
4.1 Fees. You agree to pay all subscription fees and any other charges set forth in the Order Form (the “Fees”) in accordance with the payment terms specified in this Agreement and in the Order Form. Unless expressly stated otherwise in your Order Form, 5010AI will invoice you for the full amount of the Fees promptly after we accept your order (or on another billing schedule specified in the Order Form, such as annual or quarterly billing for multi-year subscriptions). Fees are typically quoted and payable in United States Dollars (USD), unless a different currency is stated in the Order Form.
4.2 Payment Terms. Payment of each invoice is due net thirty (30) days from the invoice date, unless a different due date is stated on the invoice or in the Order Form. You must make all payments by the due date, without any set-off or deduction. Timely payment of Fees is a condition of your continued access to the Platform. If you fail to pay any invoice when due, 5010AI reserves the right to suspend your access to the Platform and/or to withhold delivery of any further services or deliverables until all past-due amounts are paid in full. All sales are final; except as expressly provided otherwise in this Agreement, payments are non-refundable.
4.3 Taxes. The Fees stated in an Order Form do not include any sales, use, value-added, goods and services (GST/HST), withholding, excise, or other taxes or duties that may apply (unless the Order Form expressly states that certain taxes are included). You are responsible for all such taxes and duties imposed in connection with your purchase or use of the Platform, excluding taxes based on 5010AI’s net income. If 5010AI is required by law to collect or pay any taxes or duties for which you are responsible, we will add those amounts to your invoice or billing schedule, and you agree to pay them (unless you timely provide us with a valid tax exemption certificate from the appropriate taxing authority).
4.4 No Refunds. Except as may be expressly provided in Section 9 (Warranties and Disclaimers) or Section 10 (Indemnification) or as required by applicable law, all Fees paid are non-refundable. You acknowledge that your obligation to pay Fees is not contingent upon delivery of any future product features or functionality, nor is it dependent on any oral or written statements we may have made regarding potential future features or enhancements.
4.5 Late Payments. If you fail to make any payment when due, then in addition to our other rights and remedies, we may charge you interest on the overdue amount at the rate of 1.5% per month (or, if lower, the maximum rate permitted by law). Interest will accrue from the date the payment was originally due until the date it is paid in full. You will also be responsible for all reasonable costs we incur in collecting overdue amounts (including attorneys’ fees and collection agency costs), except to the extent the overdue amounts are due to a billing error on 5010AI’s part.
5. Term and Termination
5.1 Subscription Term. The term of your subscription to the Platform (the “Term”) will begin on the start date specified in the Order Form (or, if no specific start date is listed, on the date we first make the Platform available to you following order acceptance) and will continue for the initial period specified in the Order Form. Unless otherwise stated, the default initial Term is one (1) year. If your Order Form specifies a multi-year subscription commitment, the Term encompasses the full multi-year period stated.
5.2 Renewal. Unless otherwise stated in your Order Form, at the end of the initial Term, your subscription will automatically renew for successive renewal terms of one (1) year each at 5010AI’s then-current subscription fee rates. Either party may elect not to renew the subscription by providing written notice of non-renewal to the other party at least 30 days before the end of the then-current Term. If the initial Term is multi-year, then at the end of such Term the subscription may, at 5010AI’s option, renew on an annual basis (or another term agreed by the parties) at the then-current rates, or the parties may negotiate a new agreement. 5010AI reserves the right to reasonably adjust the Fees for any renewal term. We will give you advance notice of any price increase before the renewal is effective, and if you do not agree to the increased price, you may choose to decline renewal as described above.
5.3 Termination for Breach. Either party may terminate this Agreement (including any or all active Order Forms) before the end of the Term if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice describing the breach. In the case of a breach of your payment obligations, 5010AI may require a cure in a shorter period (for example, 10 days) or may suspend your service as described in Section 4.2 while the breach remains uncured. Additionally, 5010AI may immediately terminate this Agreement upon written notice to you if you violate Section 3 (License Grant and Restrictions) in a way that cannot be remedied or that, in 5010AI’s reasonable opinion, poses a significant security, legal, or business risk to 5010AI or others. Termination for breach is not an exclusive remedy and the terminating (non-breaching) party shall be entitled to pursue any other remedies available under law or equity.
5.4 Termination for Insolvency or Legal Cause. Either party may immediately terminate this Agreement upon written notice if the other party: (a) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed for it; (b) is the subject of any proceeding under any bankruptcy or insolvency law that is not dismissed within 60 days; or (c) ceases to do business or is legally prohibited from receiving or using the Platform. Additionally, 5010AI may terminate or suspend this Agreement (or any affected Order Form) as required to comply with applicable law or government regulation (for example, if a change in law makes it illegal or impermissible for 5010AI to provide the Platform to you).
5.5 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement (or an individual Order Form) for any reason: (a) all rights and licenses granted to you under this Agreement with respect to the terminated Platform services will immediately cease, and you and your Authorized Users must promptly stop all access to and use of the Platform; (b) within thirty (30) days after the effective date of termination, each party shall return or destroy (at the disclosing party’s direction) any of the other party’s Confidential Information in its possession, subject to Section 12 below (Confidentiality) and any other provisions that permit retention of certain information; and (c) any Fees or other charges that accrued or are owed by you up to the termination date will become immediately due and payable. Unless otherwise agreed in writing or required by law, 5010AI has no obligation to retain or provide any of your data, reports, or outputs generated from the Platform after termination. However, if you request within 30 days after termination, and provided you have paid all outstanding Fees, we will permit you to export any available results or reports generated during your subscription that remain in our possession.
5.6 Early Cancellation of Multi-Year Subscriptions. If you subscribed to the Platform for a multi-year Term and you terminate this Agreement early (or significantly shorten the Term) for any reason other than 5010AI’s uncured material breach or a valid termination under Section 5.3, you will be responsible for a cancellation fee. This fee is intended to recapture any discounted pricing you received for committing to a longer Term. The cancellation fee will equal the total multi-year discount you received for the period of the subscription that you actually used. In other words, we will calculate the difference between the Fees you were charged under the multi-year pricing (or would have been charged, for any portion unpaid) and what you would have paid for the same duration under our standard single-year rate. The resulting amount (identified on your quote or invoice as a “Multi-year subscription pricing adjustment”) will be invoiced to you upon early termination, with payment due within 90 days. You agree that this cancellation fee is a genuine pre-estimate of the losses 5010AI will suffer from your early termination and is not a penalty.
5.7 Survival. Termination or expiration of this Agreement shall not affect those provisions which, by their nature, are intended to survive. The surviving provisions include, but are not limited to: Section 2 (Ownership of Intellectual Property), Section 3.7 (Enforcement of Restrictions), Section 4 (Fees and Payment) – to the extent of any unpaid fees and related provisions – Section 5.5 and 5.6 (Effects of Termination and post-termination obligations), Section 7 (Data Use and Privacy), Section 8.3 (AI Disclaimers), Section 9 (Warranties and Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Confidentiality), Section 13 (Non-Solicitation), Section 14 (Compliance with Laws and Export), Section 15 (Force Majeure), Section 16 (Governing Law and Dispute Resolution), Section 17 (General Provisions), and any other clauses that expressly or by implication are intended to survive termination of the Agreement.
6. Third-Party Software and Services
6.1 Third-Party Offerings. The Platform may include, integrate with, or rely on certain third-party software, services, data, or other materials that are not proprietary to 5010AI (for example, third-party data visualization tools or database services licensed from other providers). Your use of any third-party components or integrated services as part of the Platform may be subject to separate terms and conditions or end-user license agreements required by those third-party providers. You agree to comply with any such third-party terms of use or license requirements that apply to your use of the Platform. For example, if the Platform incorporates the use of a third-party analytics service (such as Tableau® Online or another analytics platform), you may be required to accept and abide by that third party’s terms of service as a condition of using that integrated feature. Any required third-party terms will be made available for your review (either referenced in your Order Form or provided within the Platform’s documentation or user interface).
6.2 Disclaimer of Third-Party Liability. 5010AI provides access to and integration with third-party tools or data for your convenience. The inclusion of third-party offerings in the Platform does not imply that 5010AI endorses or assumes any liability or responsibility for those third-party services. To the maximum extent permitted by law, 5010AI disclaims all representations and warranties relating to any third-party software, services, or content. You acknowledge that 5010AI has no control over third-party content or services, including their availability, functionality, or accuracy of data. Any third-party services integrated with the Platform are provided on an “as is” basis and may be changed, suspended, or terminated at any time by the third-party provider. If any third-party ceases to make its services or terms available on reasonable terms, 5010AI may replace that component with an alternative or, if necessary, discontinue the availability of the affected feature without being deemed in breach of this Agreement.
6.3 Third-Party Claims. Your use of any third-party software or services is at your own risk. 5010AI shall not be responsible or liable for any dispute, claim, or issue arising between you and any third-party provider. However, if a claim arises that the Platform (as provided by 5010AI) infringes a third party’s intellectual property rights solely due to 5010AI’s incorporation of a third-party component, that claim will be addressed under Section 10 (Indemnification) of this Agreement as an intellectual property indemnification matter, subject to the exclusions set forth in that section and elsewhere in this Agreement.
7. Data Use and Privacy
7.1 No Requirement to Upload Sensitive Data. The Platform is designed to provide analytics and insights primarily based on 5010AI’s proprietary data and third-party information sources, rather than requiring you to upload your own sensitive or proprietary data. In general, you are not required to transmit your internal business data into the Platform to make use of its features. Other than basic account information and the queries or prompts you input during use, the Platform is not intended to receive or host your internal datasets. Accordingly, you agree that you will not use the Platform to store or transmit any confidential business information or any personal data (especially sensitive personal data such as health or financial information that is regulated by privacy laws), unless you have our express prior written agreement to do so. You are solely responsible for ensuring that any data or content you do provide while using the Platform (for example, search queries, prompts, or other inputs) does not include information that you lack the legal right to share and does not violate any confidentiality obligations or data protection laws when shared with 5010AI.
7.2 Customer Input and Content. In the course of using the Platform’s features (such as entering search terms, prompts, or interacting with AI tools), you and your Authorized Users may input certain content or information into the Platform’s interface. You retain ownership of any raw data or content that you provide to us through the Platform. However, by providing or inputting any data, content, or materials into the Platform (or otherwise to 5010AI in connection with the Platform), you grant 5010AI a non-exclusive, worldwide, royalty-free license to use, process, store, copy, and otherwise handle such data and content solely as necessary to provide the Platform and related services to you and to maintain and improve the Platform’s functionality. We will not use your data for any other purposes except as permitted in this Agreement. We will treat any non-public data you input into the Platform as your Confidential Information under Section 12 (Confidentiality). We will not disclose your non-public data to any third party except to our authorized sub-processors or service providers who are bound by confidentiality obligations equivalent to those in this Agreement. Furthermore, 5010AI will not access or use your non-public data except as required to deliver the services to you, to maintain or improve the Platform’s functionality, to ensure compliance with this Agreement, and to enforce our rights hereunder.
7.3 Data Generated by the Platform. All data, analyses, summaries, answers, reports, and other content that are generated or derived from your use of the Platform (collectively, “Product Output”) are considered part of the Platform and are included in the 5010AI Materials owned by us. During the Term, subject to your compliance with this Agreement, we grant you a license to use the Product Output internally as part of your authorized use of the Platform. You acknowledge that Product Output is not developed exclusively for you and may be based on public or shared data combined with 5010AI’s proprietary analytics and algorithms. As between you and 5010AI, all intellectual property and proprietary rights in any Product Output remain with 5010AI. You shall not represent or imply that any Product Output was created by you or by any third party (it is generated by our Platform), and you shall not remove any branding or attribution that may be embedded in the Product Output (for example, a footer indicating 5010AI as the source). Moreover, you are not permitted to publish, distribute, or sell any Product Output outside of your organization unless expressly allowed by 5010AI in writing. Note: Product Output may include information compiled from public regulatory documents or other third-party sources. 5010AI’s compilation, organization, and presentation of such information are proprietary to 5010AI.
7.4 Aggregate Usage Data. 5010AI may monitor and collect information about how you and other customers access and use the Platform (for example, usage statistics, feature interaction metrics, query volumes, and other analytics). We may use such usage data in aggregate, anonymized form for our legitimate business purposes, including to analyze and improve the performance and functionality of the Platform, to develop new features, and to publish aggregate analytical trends or benchmarking information. Any such aggregated data will not identify you, your company, or any individual users. Aggregated usage data is considered part of 5010AI’s information. We will not disclose any personally identifiable usage data or any of your Confidential Information as part of our collection or use of aggregate usage data.
7.5 Privacy Policy. 5010AI is committed to protecting your personal information. Our collection, use, and processing of any personal data about you or your Authorized Users in connection with providing the Platform (for example, contact information for account setup or billing information) are governed by our Privacy Policy, which is hereby incorporated by reference into this Agreement. You can find our Privacy Policy on our website (at the URL we have provided or otherwise made available to you). By using the Platform, you acknowledge that you have read and understood the Privacy Policy. In the event of any conflict between the Privacy Policy and these Terms with respect to the handling of personal data, the Privacy Policy will control regarding how we process personal data, and these Terms will control in all other respects.
7.6 Data Localization and International Use. You understand and agree that 5010AI may process and store data (including any data you input and any Product Output generated) on servers located in the United States and potentially in other jurisdictions, as part of providing the Platform. If you or your Authorized Users access the Platform from outside the United States, or if any data you use with the Platform is subject to laws of jurisdictions outside the U.S., you acknowledge that your data may be transferred to and processed in the United States (and possibly other countries) where the data protection and privacy laws may differ from those in your own jurisdiction. It is your responsibility to ensure that your use of the Platform (including any transfer of data internationally) complies with all laws and regulations applicable to you, including any data localization, data export, or privacy laws in your jurisdiction. 5010AI makes no representation that the Platform or these Terms comply with the laws outside of the United States. By using the Platform, you consent to the transfer and processing of your data in the United States. If your local laws prohibit you from doing so, you must refrain from using the Platform in a manner that would violate those laws.
7.7 Data Security. 5010AI maintains commercially reasonable security measures to protect the security and integrity of your data. We utilize administrative, physical, and technical safeguards (such as access controls, encryption of data in transit and at rest, network security measures, and regular security assessments) intended to guard against unauthorized access to or use of the Platform and your data. We also adhere to applicable data protection and security laws in the operation of the Platform. However, you acknowledge that no data transmission or storage system can be guaranteed to be completely secure. Accordingly, except as expressly provided in this Agreement, 5010AI makes no warranty or guarantee that your data will never be subject to unauthorized access or misuse. You are responsible for maintaining appropriate security measures for any systems under your control and for promptly notifying 5010AI of any security incidents or vulnerabilities you discover relating to the Platform.
8. Generative AI and Beta Features
8.1 Incorporation of AI Tools. The Platform may now or in the future include generative artificial intelligence features or other experimental/beta tools (for example, an AI-driven question-and-answer assistant, predictive analytics modules, or automated report generation features) (collectively, “AI Features”). These AI Features leverage machine learning and other AI techniques (such as training on regulatory data or other datasets) to enhance the Platform’s functionality. By using any AI Features, you acknowledge and agree to the special terms and disclaimers in this Section 8, in addition to all other applicable provisions of this Agreement.
8.2 Beta Features. Some AI Features may be designated by 5010AI as “beta,” “pilot,” “experimental,” or a similar status (collectively, “Beta Features”). Beta Features are provided to you on a trial or preview basis “AS IS”, without any warranties, guarantees, or commitments of any kind (to the maximum extent permitted by law). 5010AI may change, suspend, or discontinue any Beta Feature at any time, and we are not obligated to release a Beta Feature as a generally available product feature. You agree that 5010AI will have no liability arising out of your use of any Beta Feature. If you choose to provide feedback or suggestions regarding Beta Features, such feedback is subject to Section 2.2 (License to Feedback).
8.3 AI Output is Informational Only. You understand and agree that any content or output generated by the Platform’s AI Features (the “AI Output”) is provided for general informational purposes only. AI Output is generated automatically by algorithms that analyze data available to the system (including, for example, training data from public regulatory documents and other sources). AI Output may not be accurate, complete, or up-to-date, and you should not rely on it as professional advice, regulatory guidance, or a definitive answer to any specific question. The AI algorithms may occasionally produce errors, omissions, or irrelevant information (sometimes referred to as “hallucinations”), despite our efforts to minimize these issues. 5010AI does not warrant or guarantee the correctness or reliability of any AI Output. You are solely responsible for independently verifying the accuracy and suitability of AI Output before you use it or act on it. Any decisions or actions you take based on AI Output are taken at your own risk. You remain responsible for complying with all legal, regulatory, and professional obligations applicable to your operations, regardless of what AI Output is generated.
8.4 AI Usage Boundaries. You agree to use the AI Features in a responsible and lawful manner. Prohibited uses of the AI Features include, without limitation: (a) attempting to generate content that is defamatory, obscene, discriminatory, or otherwise unlawful or harmful; (b) using AI Output to spread misinformation, or for any fraudulent or unethical purpose; (c) inputting into the AI system any information that is highly sensitive or personal (for example, patient health information or other personal data) or any information that you are not authorized to share; and (d) using the AI Features in violation of any usage guidelines that 5010AI may provide to you from time to time. 5010AI may implement technical measures within the Platform to prevent or restrict certain types of content generation or query inputs that violate these terms or applicable law. You understand that AI algorithms have inherent limitations, and you agree not to attempt to exploit the AI system to generate disallowed content or to reverse-engineer any aspect of the AI models.
8.5 No Endorsement of AI Content. AI Output is machine-generated content and does not necessarily reflect the views, opinions, or knowledge of 5010AI or any of our personnel. 5010AI does not endorse or verify the accuracy of any statements or answers produced by the AI Features. If you find that any AI Output seems to conflict with official 5010AI analysis or published data, you should contact 5010AI for clarification and should not assume that the AI Output is correct. We may provide references or source links along with AI Output when possible to help you evaluate the response, but the inclusion of a reference does not guarantee that the AI has interpreted or applied that source correctly.
8.6 Liability for AI Features. The disclaimers and liability limitations set forth in Sections 9 and 11 of this Agreement expressly apply to the AI Features and any AI Output. In addition, to the fullest extent permitted by law, 5010AI will not be liable for any loss or damage arising from your use of or reliance on AI Output, or for any claims that the AI Output was inaccurate, incomplete, or had undesired consequences. You agree to indemnify and hold harmless 5010AI from any third-party claims arising from your use of AI Output in violation of Section 8.4 above or in violation of applicable law, as further described in Section 10.4 (Indemnification by Customer).
9. Warranties and Disclaimers
9.1 Limited Warranty by 5010AI. 5010AI represents and warrants that it has the right and authority to enter into this Agreement and to provide the Platform to you as described in the applicable Order Form. We also warrant that the Platform, as delivered to you, will materially conform to any specifications or service levels expressly agreed to in writing (for example, in the Order Form or applicable documentation), and that any professional services we perform under this Agreement will be provided in a professional and workmanlike manner. If we breach the foregoing warranty, your exclusive remedy and 5010AI’s sole obligation will be for 5010AI to use commercially reasonable efforts to correct or re-perform the non-conforming aspect of the Platform without additional charge to you. If 5010AI is unable to remedy the issue within a reasonable time (not to exceed 30 days) and the issue materially affects your use of the Platform, then you may terminate the affected Order Form for cause in accordance with Section 5.3 and (notwithstanding any contrary terms in this Agreement) receive a pro-rata refund of any prepaid Fees for the unused portion of your subscription Term for the non-conforming Platform service.
9.2 Disclaimer of General Warranties. Except as expressly provided in Section 9.1 above, the Platform (including all 5010AI Materials and any AI Features) is provided “AS IS” and “AS AVAILABLE” without warranty of any kind. To the maximum extent permitted by law, 5010AI (on behalf of itself, its affiliates, and its licensors) expressly disclaims all other warranties, conditions, and representations of any kind – whether express, implied, statutory, or otherwise – including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Platform will meet your requirements or expectations, that it will achieve any particular results for you, or that it will operate in an uninterrupted, secure, or error-free manner. We also do not warrant that any data, analysis, or content provided through the Platform will be current, accurate, complete, or reliable. You assume sole responsibility for the results obtained from the use of the Platform and for any decisions or actions you take based on information obtained from the Platform.
9.3 Specific Disclaimers. Without limiting the generality of the foregoing disclaimers, 5010AI makes no guarantee or warranty that: (a) the Platform will identify every relevant regulatory precedent, requirement, or piece of compliance information that may be applicable to your needs; (b) any recommendations, analyses, or insights provided by the Platform (including any AI Output) will be correct, complete, or suitable for your specific situation; (c) using the Platform will ensure that you remain in compliance with any or all laws or regulations that apply to you; or (d) any third-party data or content (including public regulatory data) used or provided through the Platform is accurate, up-to-date, or error-free. All analyses, findings, and conclusions provided by the Platform are intended for informational purposes only. They are not a substitute for professional judgment, and you should not treat them as professional advice. You acknowledge that laws, regulations, and guidance can change over time, and 5010AI does not guarantee that the Platform’s content will reflect the most current developments in real-time.
9.4 No Liability for Your Decisions. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any information or analysis provided by the Platform. Any decisions or actions that you take based on information obtained from the Platform (including any Product Output or AI Output) are taken at your own risk. 5010AI shall not be liable for any outcomes, losses, or damages arising from business decisions or actions that you make in reliance on information or insights from the Platform. This includes, without limitation, any regulatory submissions, product development decisions, compliance measures, or business strategies that you undertake based on Platform-provided information. You should continue to exercise your own independent judgment and, where appropriate, consult primary sources or professional advisors for guidance.
9.5 Third-Party Content and Data. 5010AI disclaims any responsibility for errors or omissions in the Platform that result from inaccurate, outdated, or incomplete information obtained from third-party sources. The Platform may incorporate or rely on data from external sources such as regulatory agencies (for example, information from FDA or EMA publications) or other databases outside of 5010AI’s control. We cannot and do not guarantee the completeness or accuracy of any such third-party content. No information obtained from 5010AI or through the Platform (whether oral or written) shall create any warranty unless expressly set forth in this Agreement.
9.6 Your Compliance with Laws. You represent and warrant that you will use the Platform in compliance with all laws and regulations applicable to your use. While the Platform is intended to assist you by highlighting regulatory precedents and compliance-related information, 5010AI does not warrant that your use of the Platform or any actions you take based on the Platform’s output will ensure that you are in compliance with any particular law or regulation. You remain solely responsible for understanding and fulfilling your legal and regulatory compliance obligations.
9.7 Beta and AI Features. All Beta Features and AI Features provided through the Platform are subject to additional disclaimers as described in Section 8.2 and Section 8.3. We specifically note that we make no warranty that any AI Feature will produce accurate, error-free, or unique results.
9.8 Jurisdiction-Specific Rights. Some jurisdictions do not allow the exclusion of certain warranties or limitations on how long an implied warranty may last. We do not seek to exclude or limit any warranty or liability that cannot be excluded or limited under the law applicable to you. To the extent that any implied warranties cannot be disclaimed under applicable law, we limit such warranties to the minimum duration permitted. In jurisdictions that do not allow the exclusion of certain warranties, some of the disclaimers in this Section 9 may not apply to you. In such cases, this Section 9 will be interpreted to limit 5010AI’s liability to the fullest extent permitted by applicable law.
10. Indemnification
10.1 Indemnification by 5010AI (Intellectual Property Claims). 5010AI will defend you (as the Customer), and your officers, directors, and employees (collectively, the “Customer Indemnitees”), against any third-party claim, demand, lawsuit, or proceeding made or brought against you alleging that the Platform, as provided by 5010AI and used by you in accordance with this Agreement, directly infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret rights (an “IP Claim”). Subject to the limitations set forth in this Agreement, 5010AI will indemnify you for any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded against you by a court of competent jurisdiction (or agreed to in a settlement approved by 5010AI) as a result of such IP Claim, provided that you: (a) promptly notify 5010AI in writing of the IP Claim, giving sufficient detail to allow 5010AI to respond (and in any event notification must be given in time to avoid prejudicing 5010AI’s ability to defend the claim); (b) give 5010AI sole control over the defense and settlement of the IP Claim (you may participate with your own counsel at your own expense, but 5010AI will have the right to lead and manage the defense, and we will not settle any claim in a manner that admits fault by you or imposes non-monetary obligations on you without your prior written consent, which will not be unreasonably withheld); and (c) provide 5010AI with all assistance and cooperation that we reasonably request at our expense in the defense of the IP Claim.
10.2 IP Claim Remedies. If the Platform (or any component thereof) becomes, or in 5010AI’s opinion is likely to become, the subject of an IP Claim covered by Section 10.1, then 5010AI may, at its sole option and expense, do one of the following: (a) procure for you the right to continue using the Platform as provided under this Agreement; (b) modify or replace the Platform (in whole or in part) to make it non-infringing while maintaining substantially equivalent functionality; or (c) if 5010AI determines that options (a) and (b) are not feasible, terminate your subscription to the affected portion of the Platform and refund to you any pre-paid Fees covering the unused portion of the Term remaining after the effective date of termination. The remedies outlined in this Section 10.2 are your sole and exclusive remedies, and 5010AI’s sole and exclusive liability, for any claim that the Platform infringes or misappropriates a third party’s intellectual property rights.
10.3 Exclusions from 5010AI’s Obligations. 5010AI will have no obligation to defend or indemnify you for any IP Claim to the extent the claim arises from: (i) your or any Authorized User’s misuse of the Platform or use of the Platform in violation of this Agreement or the documentation; (ii) any modification, alteration, or customization of the Platform by anyone other than 5010AI or our authorized contractors, if the alleged infringement would not have occurred but for such modification; (iii) the combination, operation, or use of the Platform with any other products, services, or materials (including your own data or business processes) where the alleged infringement would not have occurred but for such combination; or (iv) your use of a version of the Platform that is older than the most current version provided by 5010AI, if the claim could have been avoided by using the current version. Additionally, 5010AI will have no liability for any claims of infringement that are based on open-source components or third-party materials included in the Platform where such components or materials are provided on license terms that prohibit an indemnity by 5010AI.
10.4 Indemnification by Customer. You agree to defend, indemnify, and hold harmless 5010AI, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “5010AI Indemnitees”) from and against any and all third-party claims, demands, lawsuits, or proceedings, and all related liabilities, damages, settlements, fines, penalties, costs, or expenses (including reasonable attorneys’ fees) incurred by the 5010AI Indemnitees, arising out of or relating to: (a) your or any Authorized User’s use of the Platform in violation of this Agreement or applicable law (including any use of Product Output or AI Output in a manner not permitted by this Agreement); (b) any data or content you or anyone on your behalf uploads or inputs into the Platform, including any claim that such data or content infringes or misappropriates a third party’s intellectual property rights or privacy rights, or has caused harm to a third party; or (c) your breach of any of your representations, warranties, or obligations under this Agreement (including, for example, any violation of Section 14 (Compliance) by you). This indemnification obligation is subject to 5010AI: (i) promptly notifying you in writing of the claim (provided that any delay in notification will not relieve you of your obligations under this Section unless it materially prejudices your ability to defend the claim); (ii) giving you sole control of the defense and settlement of the claim (5010AI may participate with counsel of its choice at its own expense, but you shall have control, and you shall not settle any claim in a manner that requires 5010AI to admit liability or pay any money without 5010AI’s prior written consent); and (iii) providing you, at your request and expense, with all information and assistance reasonably necessary for the defense.
10.5 Mutual Indemnification for Certain Other Claims. In addition to the above, each party (as the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors, and employees (as the “Indemnified Party”) from any third-party claims, losses, or damages to the extent arising out of the Indemnifying Party’s gross negligence, willful misconduct, or fraud in connection with the performance of this Agreement, including claims for personal injury, death, or tangible property damage directly caused by the Indemnifying Party. This mutual indemnity applies only to the extent that such liability is not otherwise limited or disclaimed under this Agreement and is permissible under applicable law.
10.6 Indemnity Limitations. The obligations of each party to defend or indemnify the other under this Section 10 are subject to the limitations and exclusions of liability set forth in Section 11 (Limitation of Liability) below. The Indemnifying Party’s duty to defend is independent of its duty to indemnify; however, the Indemnifying Party will not be responsible for any attorneys’ fees or other defense costs incurred by the Indemnified Party prior to the Indemnified Party’s notification of the claim and offering of control as required above.
11. Limitation of Liability
11.1 Exclusion of Certain Damages. To the fullest extent permitted by law, neither party shall be liable to the other party (or to any person or entity claiming through the other party) for any indirect, incidental, special, consequential, punitive, or exemplary damages of any kind. This exclusion includes, without limitation, any loss of profits, loss of revenue, loss or corruption of data, loss of business opportunities, business interruption, loss of goodwill or reputation, or the cost of procuring substitute goods or services. The foregoing exclusion of certain damages applies regardless of the theory of liability (contract, tort – including negligence – strict liability, or any other theory), even if the liable party has been advised of the possibility of such damages or if such damages were otherwise foreseeable. The parties agree that this Section 11.1 will apply even if any remedy provided under this Agreement is deemed to have failed of its essential purpose.
11.2 Cap on Monetary Liability. To the fullest extent permitted by law, each party’s total cumulative liability to the other party for all claims, losses, or damages arising out of or relating to this Agreement or the use of (or inability to use) the Platform, whether in contract, tort, or otherwise, shall not exceed the total amount of Fees actually paid (or payable) by you to 5010AI for the Platform in the twelve (12) months immediately preceding the event giving rise to the claim. If the event giving rise to the claim occurs before twelve months of your paid subscription have elapsed, the liability cap shall be calculated as the average monthly Fees paid by you up to the date of the event, multiplied by twelve. For clarity: (a) in the case of a multi-year subscription paid in periodic installments, only the payments made for the 12-month period before the claim are counted; (b) in the case of a multi-year subscription paid upfront in a single lump sum, the “amount paid in the twelve months preceding” shall be deemed the pro-rated portion of that lump sum attributable to the twelve-month period immediately before the claim. Multiple claims shall not increase this cap – the cap is an aggregate limit for all claims in total. This Section 11.2 does not limit your obligation to pay any undisputed Fees owed under this Agreement, nor does it limit either party’s indemnification obligations for amounts paid to third parties, to the extent those obligations are not themselves limited under this Agreement.
11.3 Exceptions to Limitations. The liability exclusions and limitations in this Section 11 shall not apply to the following types of liability:
(a) a party’s liability for death or personal injury caused by that party’s gross negligence or willful misconduct;
(b) a party’s liability for its own fraud or fraudulent misrepresentation;
(c) any liability which cannot be excluded or limited as a matter of applicable law; and
(d) any intentional breach by one party of Section 2 (Intellectual Property Ownership) or Section 12 (Confidentiality), or your intentional breach of Section 3 (License Grant and Restrictions).
Provided that, in the case of (d) above, liability arising from such intentionally wrongful conduct will not be subject to the monetary cap in Section 11.2, but will remain subject to the exclusion of indirect and consequential damages in Section 11.1 to the extent permitted by law.
11.4 Acknowledgement of Risk Allocation. The parties acknowledge that the limitations of liability set forth in this Section 11 represent a reasonable and negotiated allocation of risk between the parties. The Fees charged by 5010AI for the Platform reflect this allocation of risk and the limitation of liability specified herein. You agree that each provision of this Agreement that provides for a limitation of liability, disclaimer of warranty, or exclusion of damages is intended to be severable and independent of any other provision and is to be enforced as such.
11.5 Jurisdictional Limitations. Some jurisdictions do not allow the exclusion or limitation of certain types of damages or liabilities (for example, incidental or consequential damages), so some of the above limitations and exclusions may not apply to you to the extent prohibited by law. In any such jurisdiction, each party’s liability will be limited to the greatest extent permitted by applicable law. The exclusions and limitations in this Section 11 shall survive the termination or expiration of this Agreement.
12. Confidentiality
12.1 Definition of Confidential Information. “Confidential Information” means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. 5010AI’s Confidential Information includes, without limitation, the Platform (including any underlying software, algorithms, and documentation), all 5010AI Materials, and any non-public pricing or business plans provided by 5010AI. Your Confidential Information includes any non-public business, technical, or personal information that you provide to 5010AI in connection with this Agreement, subject to Section 7 (Data Use) above regarding data you input into the Platform. (Data that you input which is not publicly available will generally be considered your Confidential Information as well, except as otherwise provided in this Agreement.) The terms and conditions of this Agreement, and any negotiations between the parties related to this Agreement, shall be deemed the Confidential Information of both parties.
12.2 Exclusions. Information will not be considered Confidential Information to the extent the Receiving Party can demonstrate by written evidence that such information: (a) was already known to the Receiving Party without an obligation of confidentiality prior to disclosure by the Disclosing Party; (b) is or becomes publicly known through no wrongful act or omission of the Receiving Party (and without breach of this Agreement); (c) is lawfully received from a third party who is not under any obligation of confidentiality and who has the lawful right to disclose it; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. A combination of information shall not be deemed public or non-confidential merely because individual elements of that information are in the public domain, unless the combination itself (and the principles of operation or integration) are in the public domain.
12.3 Mutual Confidentiality Obligations. The Receiving Party agrees that it will: (i) use the Disclosing Party’s Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement, and for no other purpose; and (ii) not disclose or make available the Disclosing Party’s Confidential Information to any third party except to those of its affiliates, employees, contractors, or professional advisors who need to know such information for the above-stated purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
12.4 Compelled Disclosure. If the Receiving Party is required by law, regulation, or legal process (for example, by subpoena, court order, or governmental demand) to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall (to the extent legally permitted) promptly notify the Disclosing Party in writing of that requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only the minimum amount of Confidential Information legally required to be disclosed and, where applicable, will use commercially reasonable efforts to ensure that any Confidential Information so disclosed continues to be treated confidentially (for instance, by seeking a protective order or confidential treatment in court).
12.5 Injunctive Relief. The parties acknowledge that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be an inadequate remedy. Therefore, in the event of any actual or threatened breach of this Section 12 by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies (in addition to any other rights and remedies it may have at law or in equity) to prevent or curtail such breach or threatened breach.
12.6 Return or Destruction of Information. Upon the termination or expiration of this Agreement (or earlier upon the Disclosing Party’s written request), and unless otherwise provided in Section 5.5 or elsewhere in this Agreement, each Receiving Party shall promptly return or destroy (at the Disclosing Party’s option) all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control. Upon request, the Receiving Party will certify in writing that it has complied with the foregoing obligation. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Disclosing Party’s Confidential Information in its legal files for record-keeping or to demonstrate compliance with this Agreement, and any Confidential Information stored in routine data backups may be retained until the normal deletion cycle. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement.
12.7 Survival of Confidentiality Obligations. The obligations of confidentiality set forth in this Section 12 shall survive for a period of five (5) years after the termination or expiration of this Agreement. However, with respect to any trade secrets of the Disclosing Party (including 5010AI’s software and technology underlying the Platform) and any personal data subject to privacy laws, the confidentiality obligations shall survive indefinitely, or for as long as allowed by applicable law.
13. Non-Solicitation
During the Term of this Agreement and for twelve (12) months following its termination or expiration, you agree that you will not, without 5010AI’s prior written consent, directly or indirectly solicit for employment or contract (or induce or encourage to leave the employment of 5010AI) any person who is, or was during the Term, an employee or key contractor of 5010AI and with whom you had contact in connection with the negotiation or performance of this Agreement. This restriction does not prohibit you from conducting general job postings or public advertisements that are not specifically targeted at 5010AI’s employees (for example, general recruitment advertisements are permissible). If you breach this non-solicitation provision, 5010AI will be entitled to seek injunctive relief and any other available legal remedies, and the twelve-month restricted period will be extended by any period during which you are in breach of this clause. This Section 13 is not intended to limit any rights of 5010AI’s employees under applicable labor laws (such as the right of an employee to seek employment), but rather to protect 5010AI from the unfair poaching of personnel who have been involved in delivering the Platform or related services to you.
14. Compliance with Laws and Export Controls
14.1 General Compliance. Each party agrees to comply with all laws and regulations applicable to its performance under this Agreement. You are responsible for ensuring that your use of the Platform complies with all laws, regulations, and governmental policies that apply to you, including but not limited to laws related to data privacy, data protection, international communications, and the export/import of technical information or personal data. 5010AI will comply with all U.S. laws applicable to its provision of the Platform and services to you.
14.2 Export Controls. The Platform, and any technology or software underlying it, may be subject to United States export control laws (including the U.S. Export Administration Regulations (EAR)) as well as export or import regulations in other countries. You agree that you will not export, re-export, or transfer, directly or indirectly, any U.S.-origin technology or software received from 5010AI, or any product using such technology or software, in violation of U.S. export laws or regulations. In particular, and without limitation, you represent and warrant that you shall not export or re-export the Platform or any part thereof: (a) to any countries or regions subject to a U.S. government embargo, or (b) to any individual or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons or Entities List. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region that is subject to a U.S. embargo, and that you are not on any prohibited party list. You also agree that you will not use the Platform for any purposes prohibited by U.S. law, including (for example) the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile technology.
14.3 Anti-Bribery and Anti-Corruption. Both you and 5010AI agree to comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in connection with the performance of this Agreement. You represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any 5010AI employee or agent in connection with this Agreement. If you become aware of any violation of the above prohibition (for example, if you are offered any improper inducement related to this Agreement), you agree to promptly notify 5010AI’s management.
14.4 Local Law Requirements. If you are accessing or using the Platform outside of the United States, you do so on your own initiative and are responsible for compliance with local laws and regulations. 5010AI makes no representation that the Platform is appropriate or available for use in all countries or regions. You agree to comply with all local rules regarding online conduct and acceptable content. In particular, if there are laws or regulations in your jurisdiction that impose data residency requirements, content restrictions, or other obligations in connection with your use of the Platform, you are solely responsible for ensuring compliance with those local laws. 5010AI will not be responsible for any consequence if your use of the Platform violates local law.
14.5 U.S. Government End Users. If you are a U.S. Government end user, the Platform (including any software and documentation provided as part of the service) is deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to applicable federal regulations (including FAR 12.212 and DFARS 227.7202). Any use, reproduction, release, performance, display, or disclosure of the Platform by the U.S. Government (or any of its contractors) shall be governed solely by the terms of this Agreement and is prohibited except to the extent expressly permitted by these Terms.
15. Force Majeure
Except for payment obligations, neither party shall be liable for any delay or failure in performing its obligations under this Agreement (and such delay or failure will not be deemed a breach of this Agreement) if that delay or failure is due to causes beyond the party’s reasonable control. Such causes include, but are not limited to: acts of God, earthquakes, fires, floods, epidemics or pandemics, explosions; governmental actions or orders; war, terrorism, or threats of terrorism; civil disturbances or insurrections; sabotage; labor strikes or disputes (excluding those involving the affected party’s own employees); curtailment of transportation, power, or other utilities; telecommunications or Internet outages or failures; failure or delay of suppliers or subcontractors; or any other event or circumstance beyond the reasonable control of the impacted party (each a “Force Majeure Event”). The party claiming a Force Majeure Event shall promptly notify the other party of the event, its expected duration (if known), and the steps the impacted party is taking to address and mitigate the effects of the event. The impacted party shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement (or the affected Order Form) upon written notice to the other party, without further liability (except that you will remain responsible for paying any Fees for services provided up to the date of termination). Note: A Force Majeure Event does not excuse or delay your obligation to pay any Fees that accrued prior to the Force Majeure Event.
16. Governing Law and Dispute Resolution
16.1 Governing Law. This Agreement, and any dispute or claim (whether in contract, tort, or otherwise) arising out of or in connection with this Agreement or its subject matter, shall be governed by and construed in accordance with the laws of the State of Delaware, USA, and, to the extent applicable, the federal laws of the United States. This governing law is applied without regard to any conflicts of law principles that would result in the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement and is hereby disclaimed.
16.2 Jurisdiction and Venue. The parties agree that any legal suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, USA. Each party consents to the exclusive jurisdiction of such courts and waives any objections based on inconvenience of forum or other jurisdictional arguments. Notwithstanding the foregoing, 5010AI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
16.3 Dispute Resolution Process. Before initiating any legal action or court proceeding in connection with any dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute informally. If a dispute arises, each party will escalate the issue to its management in good faith in an effort to resolve the matter. Either party may, at any time, propose to the other in writing that the parties engage in a mediation or other form of alternative dispute resolution (ADR) to address the dispute. The other party shall consider such proposal in good faith. Nothing in this Section 16.3 shall prevent either party from seeking immediate injunctive or equitable relief for a breach (or threatened breach) of confidentiality or intellectual property obligations under this Agreement, as provided in Section 16.2 and elsewhere.
16.4 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief to which it may be entitled. However, if a party prevails on some but not all of its claims, or if neither party prevails entirely, the court or tribunal may award fees in a manner it deems fair and appropriate consistent with the outcome of the case.
17. General Provisions
17.1 Entire Agreement. This Agreement – consisting of these Terms and all Order Forms and any addenda or documents expressly incorporated by reference (such as a Service Level Agreement or our Privacy Policy) – constitutes the entire agreement between you and 5010AI regarding the subject matter herein. It supersedes all prior and contemporaneous agreements, proposals, negotiations, conversations, and representations (whether written or oral) concerning the same subject matter. Each party acknowledges that in entering into this Agreement, it is not relying on any representation, warranty, or promise not expressly stated in this Agreement. In the event of any conflict between these Terms and an Order Form or other incorporated document, the terms of the Order Form or incorporated document shall govern but only with respect to the specific services or terms expressly addressed in that document.
17.2 Amendments. No modification, amendment, or waiver of any provision of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties (which may include acceptance through an electronic signature or an online click-through mechanism). Notwithstanding the foregoing, 5010AI may update these Terms from time to time, and any such updated Terms will not apply to you until the start of your next subscription renewal term or the execution of a new Order Form (whichever comes first). 5010AI will endeavor to notify you reasonably in advance of any material updates to these Terms. If you do not agree to the updated Terms, you may choose not to renew your subscription as described in Section 5.2.
17.3 Assignment. You may not assign or transfer this Agreement, or any of your rights or obligations under it, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of 5010AI. Any attempt to assign this Agreement without such consent will be null and void. 5010AI may assign or transfer this Agreement (in whole or in part) without your consent: (a) to any affiliate of 5010AI; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assets related to this Agreement. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.
17.4 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement (express or implied) is intended to confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, except that the indemnified parties described in Section 10 (Indemnification) are intended third-party beneficiaries for the limited purpose of enforcing their rights under that Section.
17.5 Independent Contractors. The relationship between 5010AI and you is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship between the parties. Neither party has any authority to act on behalf of or bind the other party in any manner unless expressly stated otherwise in this Agreement.
17.6 No Waiver. A failure or delay by either party to exercise any right, power, or remedy under this Agreement shall not operate as a waiver of that right, power, or remedy. Similarly, a single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of the same or any other right, power, or remedy. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party against whom the waiver is claimed. A waiver of any breach or default will not constitute a waiver of any other or subsequent breach or default.
17.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. In such an event, the parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties’ original intent and the economic effect of the invalid provision.
17.8 Notices. All notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email to the designated email address of the recipient (provided no bounce-back or delivery failure message is received and a duplicate notice is sent by another method allowed in this Section); (c) one business day after being sent by recognized overnight courier; or (d) three business days after being sent by U.S. certified mail (return receipt requested). Notices to 5010AI shall be sent to the contact information specified in your Order Form or to another address that 5010AI designates in writing. Notices to you shall be sent to the contact information we have on file for your account or as specified in the Order Form. It is your responsibility to ensure that your contact information is current and accurate.
17.9 Headings and Interpretation. The headings used in this Agreement (such as section titles) are for convenience and reference purposes only and shall not affect the interpretation of any provisions. As used in this Agreement, “including” means “including without limitation”, and any examples given are illustrative and not exhaustive. This Agreement shall not be construed in favor of or against either party by reason of authorship.
17.10 Counterparts. This Agreement and any Order Form or amendment may be executed in counterparts (which may be exchanged by electronic transmission), and each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.
By signing an Order Form or by using the Product, you acknowledge that you have read this Agreement and agree to all the terms and conditions contained herein.